EX-1
2
rex011.txt
EX-1.1 ARTICLES OF INCORPORATION (ENGLISH TRANSLATION)
Exhibit 1.1
(Translation)
ARTICLES OF INCORPORATION
OF
RICOH COMPANY, LTD.
(As amended on June 28, 2006)
CHAPTER I. GENERAL PROVISIONS
(Trade Name)
Article 1. The name of the Company is Kabushiki Kaisha Ricoh and is
expressed RICOH COMPANY, LTD. in English.
(Location of Head Office)
Article 2. The head office of the Company is to be located in Ohta-ku, Tokyo.
(Objectives)
Article 3. The objectives of the Company are to engage in the following
businesses:
1. Manufacture, sale, installation work and electrical communication work
of optical, office, audio, electric and measuring equipment, other
general machinery and equipment and accessories and supplies therefor;
2. Manufacture and sale of photographic sensitive materials and duplicating
papers;
3. Manufacture and sale of various raw materials for photographic sensitive
materials, and various chemical materials for chemical industries;
4. Manufacture, processing and sale of papers, pulps, textiles, general
merchandise and by-products thereof;
5. Investment in, or sale of the products of, other companies;
6. Import and export of the goods described in any of the foregoing items
and other goods of every kind and description;
7. Brokerage business for casualty insurance and the insurance brokerage
business under the Automobile Liability Security Law of Japan;
8. Direct marketing through the Internet, facsimile and telephone, etc.; and
1
9. Any and all business incidental or relating to any of the foregoing
items.
(Organizations)
Article 4. In addition to the general meeting of shareholders and directors,
the Company shall establish the following organizations:
i) Board of Directors;
ii) Corporate Auditors;
iii) Board of Corporate Auditors; and
iv) Accounting Auditors.
(Method of Public Notices)
Article 5. Public notices of the Company shall appear in the Nihon Keizai
Shimbun.
CHAPTER II. SHARES
(Total Number of Issuable Shares)
Article 6. The total number of issuable shares by the Company is one billion
and five hundred million (1,500,000,000) shares.
(Issuance of Share Certificates)
Article 7. The Company shall issue share certificates for the shares.
(Purchase of Treasury Stocks)
Article 8. The Company may acquire the shares of its own stocks by a
resolution of the Board of Directors pursuant to Paragraph 2, Article 165 of
the Corporation Law.
(Number of Shares Constituting One Unit and Non-Issuance of Certificates for
Less-Than-One-Unit Shares)
Article 9.
1. The number of shares constituting one unit of shares of the Company shall
be one thousand (1,000) shares.
2. Notwithstanding the provisions of Article 7, the Company shall not issue
any certificates for less-than-one-unit shares, unless otherwise provided for
in the Share Handling Regulations.
(Rights Concerning Less-Than-One-Unit Shares)
Article 10. A shareholder (including the beneficial shareholder; the same
applies hereinafter) of the Company shall not exercise any rights other than
those described below with respect to the less-than-one-unit shares held by it.
2
i) Right described in each Item of Paragraph 2, Article 189 of the
Corporation Law.
ii) Right to make a request under the provision of Paragraph 1, Article
166 of the Corporation Law.
iii) Right to receive allocation of offered shares and allocation of
offered stock purchase warrants in accordance with the number of
shares held by the shareholder.
iv) Right to make a request provided for in the following Article.
(Sale of Shares Constituting Less-Than-One-Unit Shares to Constitute One Unit)
Article 11. A shareholder of the Company may request that the Company sell
such number of shares as may, together with the number of less-than-one-unit
shares held by the shareholder, constitute one unit of shares, in accordance
with the Share Handling Regulations.
(Administrator of Register of Shareholders)
Article 12.
1. The Company shall have an administrator of the register of shareholders.
2. The administrator of the register of shareholders and its handling office
shall be determined by resolution of the Board of Directors and public notice
shall be given thereof.
3. The register of shareholders (including the register of beneficial
shareholders; the same applies hereinafter), the register of stock purchase
warrants and the register of the lost share certificates of the Company shall
be prepared and kept, and all other business pertaining to the register of
shareholders, the register of stock purchase warrants and the register of the
lost share certificates shall be handled by the administrator of the register
of shareholders and not by the Company.
(Share Handling Regulations)
Article 13. The business and the service charges pertaining to the shares of
the Company shall be subject to laws, ordinances or these Articles of
Incorporation and the Share Handling Regulations established by the Board of
Directors.
CHAPTER III. GENERAL MEETING OF SHAREHOLDERS
(Calling of Meeting)
Article 14. The ordinary general meeting of shareholders shall be called in
June each year and an extraordinary general meeting of shareholders shall be
called as the necessity arises.
(Record Date of General Meeting of Shareholders)
Article 15. The record date of voting rights for the Company's general
meeting of shareholders shall be March 31 every year.
3
(Exercise of Voting Rights by Proxy)
Article 16.
1. A shareholder may exercise his voting rights by proxy who shall be
another shareholder of the Company that has voting rights.
2. Such shareholder or proxy shall submit a document certifying the power of
attorney to the Company for each general meeting of shareholders.
(Person with the Right to Call the Meeting and Chairman)
Article 17.
1. A meeting of the shareholders shall be called and presided over by a
Representative Director previously appointed by the Board of Directors.
2. In case the Representative Director is unable to act, one of the other
directors shall call and preside over the meeting of the shareholders in
accordance with the order determined in advance by resolution of the Board of
Directors.
(Disclosure and Deemed Provision of Reference Materials for General Meeting of
Shareholders via the Internet)
Article 18. In calling the general meeting of shareholders, the Company may
deem that the information regarding the matters which should be described or
shown in the reference materials for the general meeting of shareholders,
business reports, financial documents and consolidated financial documents have
been provided to the shareholders by disclosing them via the Internet in
accordance with the Ministerial Ordinance of the Ministry of Justice.
(Method of Adopting Resolutions)
Article 19.
1. Except as otherwise provided for in laws, ordinances or these Articles of
Incorporation, resolutions at a general meeting of shareholders shall be
adopted by a majority of the votes of the shareholders present thereat who are
entitled to vote.
2. Resolutions provided for in Paragraph 2, Article 309 of the Corporation
Law shall be adopted by the vote of the shareholders not less than two-thirds
(2/3) of those present at the meeting whereby not less than one-third (1/3) of
voting rights of the shareholders entitled to exercise voting rights shall
constitute a quorum.
(Minutes)
Article 20. The proceedings in outline, the resultant actions taken and
other matters subject to laws and ordinances at a general meeting of
shareholders shall be entered in the minutes, which shall bear the names and
seals of the chairman of the meeting and the directors present and shall be
kept by the Company.
4
CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS
(Number)
Article 21. The Company shall have not more than fifteen (15) directors.
(Election)
Article 22.
1. Directors shall be elected at a general meeting of shareholders.
2. Resolutions for the election of directors shall be adopted by a majority
of the votes of the shareholders present who hold not less than one-third
(1/3) of the voting rights of the shareholders entitled to exercise voting
rights.
3. Cumulative voting shall not be used for the adoption of resolutions for
the election of directors.
(Term of Office)
Article 23.
1. The term of office of directors shall be until the close of the ordinary
general meeting of shareholders relating to the last fiscal year ending within
two (2) years after their election.
2. The term of office of a director elected to fill a vacancy of a director
who has resigned before the completion of his/her term, or elected to increase
the number of directors, shall be for the remaining balance of the term of
office of the other directors currently in office.
(Representative Directors)
Article 24. Representative Directors shall be elected by resolution of the
Board of Directors.
(Person with the Right to Call the Meeting of Board of Directors and Chairman)
Article 25.
1. A meeting of the Board of Directors shall be called and presided over by
a Director previously appointed by the Board of Directors.
2. In case the Director is unable to act, one of the other directors shall
call and preside over the meeting of the Board of Directors in accordance with
the order determined in advance by resolution of the Board of Directors.
5
(Calling Meetings of Board of Directors)
Article 26.
1. Notice of a meeting of the Board of Directors shall be dispatched to each
director and each corporate auditor three (3) days before the date of the
meeting; provided, however, that such period may be shortened in case of
emergency.
2. A meeting of the Board of Directors may be held without going through the
procedure for calling, if so agreed by all the directors and the corporate
auditors.
(Resolutions of Meetings of Board of Directors)
Article 27.
1. The Board of Directors shall decide important matters concerning the
execution of business and affairs of the Company as well as such matters as are
provided for in laws and ordinances.
2. Resolutions of the Board of Directors shall be adopted by the affirmative
vote of a majority of the directors present at the meeting, whereby a majority
of all directors shall constitute a quorum.
(Omission of Resolution of Board of Directors)
Article 28. The Company shall deem that the resolution of the Board of
Directors has been adopted if the requirements under Article 370 of the
Corporation Law are satisfied.
(Remuneration and other interests)
Article 29. Remuneration and bonus of directors and other property interests
received by the directors from the Company in consideration of the performance
of their duties (hereinafter referred to as the "Remuneration") shall be
determined by resolution at a general meeting of shareholders.
(Exemption of Liability of Outside Directors)
Article 30. The Company may enter into an agreement with outside directors
under which their liability for damages due to the failure in performing their
duties shall be limited in accordance with the provisions of Paragraph 1,
Article 427 of the Corporation Law; provided, however, that the limit of
liability under such agreement shall be the higher of the predetermined amount
of not less than ten million (10,000,000) yen, or the amount provided for under
the laws and ordinances.
CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS
(Number)
Article 31. The Company shall have not more than five (5) corporate auditors.
6
(Election)
Article 32.
1. Corporate auditors shall be elected at a general meeting of shareholders.
2. Resolutions for the election of corporate auditors shall be adopted by a
majority of the votes of the shareholders present who hold not less than
one-third (1/3) of the voting rights of the shareholders entitled to exercise
voting rights.
(Term of Office)
Article 33.
1. The term of office of corporate auditors shall be until the close of the
ordinary general meeting of shareholders relating to the last fiscal year
ending within four (4) years after their election.
2. The term of office of a corporate auditor elected to fill a vacancy of an
auditor resigned before the completion of the term shall be for the remaining
balance of the term of office of the retired corporate auditor.
(Person with the Right to Call the Meeting of Board of Corporate Auditors)
Article 34. A meeting of the Board of Corporate Auditors shall be called by
each corporate auditor.
(Calling Meetings of Board of Corporate Auditors)
Article 35.
1. Notice of a meeting of the Board of Corporate Auditors shall be
dispatched to each corporate auditor three (3) days before the date of the
meeting; provided, however, that such period may be shortened in case of
emergency.
2. A meeting of the Board of Corporate Auditors may be held without going
through the procedure for calling, if so agreed by all the corporate auditors.
(Resolutions of Meetings of Board of Corporate Auditors)
Article 36.
1. The Board of Corporate Auditors shall decide matters concerning the audit
policy, the methods for investigating the state of the business and property
and the execution of other duties of corporate auditors as well as such matters
as are provided for in laws and ordinances.
2. Except as otherwise provided for in laws or ordinances, resolutions at a
meeting of the Board of Corporate Auditors shall be adopted by a majority of
the corporate auditors.
7
(Full-Time Corporate Auditor)
Article 37. A full-time corporate auditor or auditors shall be elected by
resolution of the Board of Corporate Auditors.
(Remuneration and other interests)
Article 38. Remuneration and other interests of corporate auditors shall be
determined by resolution at a general meeting of shareholders.
(Exemption of Liability of Outside Corporate Auditors)
Article 39. The Company may enter into an agreement with outside corporate
auditors under which their liability for damages due to the failure in
performing their duties shall be limited in accordance with the provisions of
Paragraph 1, Article 427 of the Corporation Law; provided, however, that the
limit of liability under such agreement shall be the higher of the
predetermined amount not less than five million (5,000,000) yen, or the amount
provided for under the laws or regulations.
CHAPTER VI. ACCOUNTS
(Fiscal Year)
Article 40. The fiscal year of the Company shall be one year from April 1 of
each year to March 31 of the following year.
(Record Date for Dividends at Fiscal Year End)
Article 41. The record date for the dividends to be paid by the Company at
the end of fiscal year shall be March 31 of each year.
(Interim Dividends)
Article 42. The Company may, by resolution of the Board of Directors, pay
interim dividends by regarding September 30 of each year as the record date.
(Period of Limitations for Dividends)
Article 43. The Company shall be relieved from the obligation to pay any
property available for distribution if such property available for distribution
is cash and still remains unreceived after the lapse of three (3) full years
from the date on which the same became due and payable.
-----------------
8